Current Report Filing (8-k)
14 6월 2022 - 6:01AM
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2022-06-13
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2022-06-13
2022-06-13
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2022-06-13
2022-06-13
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 13, 2022
Avalon
Acquisition Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
001-40872 |
85-3451075 |
(State or
other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2
Embarcadero Center, 8th Floor
San
Francisco, CA 94111
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (415) 423-0010
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on
which registered |
|
|
|
|
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Units, each
consisting of one share of Class A common stock, par value $0.0001 per share and three-fourths one redeemable warrant |
|
AVACU |
|
The Nasdaq
Stock Market LLC |
|
|
|
|
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Class A
common stock, par value $0.0001 per share |
|
AVAC |
|
The Nasdaq
Stock Market LLC |
|
|
|
|
|
Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share |
|
AVACW |
|
The Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously
disclosed, on May 20, 2022, Mr. Steven Gluckstern resigned as a director of Avalon Acquisition Inc. (the “Company”)
and as a member of each committee of the Company’s Board of Directors (the “Board”) on which he served. On June
13, 2022, the Board elected Stuart H. Bohart to fill a vacancy created by Mr. Gluckstern’s resignation from the Board, effective
immediately. Mr. Bohart was appointed to each committee of the Board on which Mr. Gluckstern served prior to his resignation.
Mr. Bohart is entitled to receive compensation as
described in the section entitled “Executive Officers and Director Compensation” in the Company’s Annual Report on Form
10-K for the year ended December 31, 2021 (the “Form 10-K”), filed with the U.S. Securities and Exchange Commission
on March 30, 2022. In connection with Mr. Bohart’s appointment to the Board, the Company’s sponsor, Avalon Acquisition Holdings
LLC (the “Sponsor”) expects to issue membership interests equivalent to 50,000 shares of Class B common stock of the Company
to Mr. Bohart’s foundation, Antelope Foundation.
Mr. Bohart has entered into the Company’s standard
indemnity agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
There are no arrangements or understandings between
Mr. Bohart and any other persons pursuant to which he was selected as a director, except that Mr. Bohart is an advisory board member to
the Sponsor, and Mr. Bohart’s foundation, Antelope Foundation, received membership interests of the Sponsor equivalent to
10,000 shares of Class B common stock of the Company in exchange for the services rendered by Mr. Bohart as an advisory board member of
the Sponsor. Mr. Bohart is not a party to any current or proposed transaction with the Company for which disclosure is required under
Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AVALON ACQUISITION INC. |
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By: |
/s/ S. Craig Cognetti |
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Name: |
S. Craig Cognetti |
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Title: |
Chief Executive Officer |
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Dated: June 13, 2022 |
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Avalon Acquisition (NASDAQ:AVACU)
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